Heros are Made When You Make a Choice
by anacsadder
Summary: (2chs updated)When Otto is resurrected he must do some soul searching and make some new choices. When he saves a little girl from Venom, it changes his life. Current: Otto, Venom, Carol-Anne, Spider-Man Later: OC (no name decided).
1. Not Dead?

From Author to Reader: I wasn't going to start this until the other was finished, but I keep suffering from creative constipation on "Opening the Gate." I think it's because I've been looking at it for so long, so I'm taking an itty bitty break. "OTG" will still remain first priority, but I will also work on this one. This is suitable for a wider audience, which is a plus. Venom-The Real Spiderman inspired me to use the black, gooey alien symbiote we all know and most of us love, so I thank him and encourage more people to hoppity jump on over and check out his story "The Owl." After you read and reveiw this, of course. This may seem generic to begin with but there will be quite a plot twist later. I assure you. I don't own Spider-Man or anything related to it, but we know this, so let's just get on with the story, yah?

- - - -

_It's... Cold?_ There had been a heat searing him like the center of the sun and now _It's cold._ More assured this time. It was dark, too, until he realized his eyes were closed. He forced them open and studied the roof of iron and cement over his head. A chilling breeze ruffled his still damp hair. The ground was mushy, stinky, and cool. He tried to turn his head to take in more of his surroundings but couldn't. All well, he could see enough by moving his eyes to know that he was lying under a bridge. It seemed familiar, but he couldn't grasp the name. _Why am I here? Is this death? I always thought heaven would be... cleaner. Of course I'm dead, so I must be in Hell. Did I honestly think Heaven would take me after all I've done? Stupid..._

#Father, father, your awake!#

**He's awake?**

(We were so worried about you!)

_**Are you okay? Can you move?**_

Otto stared at the four red lights shining down on him. _Definitely Hell._

#Don't think like that.#

**For a while we thought you were gone.**

(But we brought you back.)

_**Aren't you proud of us for saving you?**_

_That's why I cant move. I'm still stiff from death. _This time Otto focused all of his energy on the sole task of moving his head. It elicited a weak scream of agony that was swallowed up by the traffic passing overhead. The scream in his head was louder and the arms all flinched back then leaned closer, concerned but silent. They knew he needed to focus. When the pain cleared he was pleased to note his head had turned to the left, though now he was ear down in the sludge under the bridge. That had to be unhealthy. The first thing he had to do was find shelter before the sun came up. He was helpless lying here. Just the act of moving his head had left him feeling as though he had run a marathon.

#Relax.#

(We will help you, father.)

The smart arms hoisted him into the air and began stomping along the shoreline, keeping a wary eye out for observers. Bottles and fast foodcontainers were crushed under them. They chittered back and fourth for a while and finally agreed on hiding in a large culvert that jutted out over the river. It wasn't the most sanitary place but it would be adequate shelter until he could move again. They dragged him about three or four feet inside before carefully arranging him in a sitting position against the wall.

_**Can you hear us?**_

Otto groaned and forced himself to nod. _Yes._

_**Can you move your fingers?**_

_Can I?_ It was like the first time he had donned his assistants. They had at first just hung from his back, dead weight, until he finally forced his brain to recognize them as an extension of his body that it could manipulate at will. Otto focused on his right hand, staring at it. Nothing else but that hand, that finger, existed in the universe. The effort squinted his eyes and wrinkled his brow. After about thirty minutes a bead of sweat traced down the side of his face. _Come on, come on... _About an hour later:_ Success! Break out the confetti! Pop the champagne!_ To think that he, the great Dr. Otto Octavius, who had made so many scientific breakthroughs, was reduced to slumping in a drainage pipe rejoicing over twitching his pinky finger a fraction of an inch. However, he was in no hurry to face the general populous or go over any recent memories, which meant he had nothing better to do than crouch here and will his body back to life. That's how he occupied the rest of his night. It became easier with each muscle he coaxed into function. By the time the sun began sending down fingers to caress his maiden earth, Otto Octavius had achieved full movement from the waist up. By the time the sun had fully embraced the earth, Otto was fully mobile, though not sure if he could stand. Now the worst thing to deal with: thinking.

_My hat is gone, I smell like I spent the night in a sewer... okay, I did spend the night in a sewer, but I can't go back among civilized human beings._ _They would recognize me, and I'm supposed to be dead. Not that I could show my face among them ever again, anyway. Oh, god, what have I done? I wasn't trying to save humanity, I was trying to save my ego. Some kid came along and pointed out the mistake I hadn't seen. I couldn't admit I was wrong, and if that same student hadn't stopped me I could have..._ Otto took a shaky breath and swallowed the lump in his throat. _So I was wrong. No problem. I'm not perfect. _He managed to think that without feeling the pang of wounded pride, which had to be a step in the right direction. Though it didn't amount to much after the mess he had made of his public image. _I decimated any chance I had to live even the semblance of a normal life, with or without the arms. I'm ruined._

#Stop thinking like that, father! We will try again!#

(Yes, we'll make them see how great you are! We can-)

_No. We have done enough. It's over now. Let's just... lay low for a few days, or weeks. Hell, maybe even a few years, huh?_

The arms drooped as all of their enthusiasm evaporated. It was clear he had absolutely no intention of trying again, not even the smallest inkling.

(We were built to serve you.)

_**Where will we go?**_

Otto peered into the bowels of the pipe. Way in the back it was still night, but the tentacles could light his way. He hadn't tried standing yet so he wasn't sure if his legs would hold him.

**Please reconsider!** It was sticky and dirty back their, festering with pestilence. **You'll get sick!**

_I've allowed you to control me for far too long. It is my body, my brain, and I say that's where we're going. _He stumbled to his feet and hunched over, pulling his arms closer. The space was smaller than it had appeared sitting down. Waste sloshed and squished beneath his feet with each step. A once great man reduced to this, a monster slinking through the tunnels that honeycombed the city. _This is where I belong._


	2. Home?

FATR: I know. I forgot to disclaim the song, and then I was too lazy to remove and repost the chapter, so I decided to take care of it in chapter two. Then I had to finish Odessey by Homer by today so I didn't get time to update. I read the entire Odessey it two days. Be in awe of and cower before my reading powers of doom! ANY-hoo... "Hero" by Superchic(k) is what inspired this, but the words aren't exact enough for it to be a song fic. Every time I think of Spider-Man, I think of that line (see title), and vice versa, especially Spider-Man 2. Doritos do not belong to me, I don't even like them that much. I suppose I could own the two men in the sewer but I won't shoot... I mean sue anyone for using them in their own fanfic, especially since I didn't even bother to name them. /gets out neon cheerleading costume like the one from the movie Slashers and waves skull pom poms/ Let's go, chip chip, let's go!

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He had no idea how long he had been wandering down there, lost in his memories and self reflection. One might think he would be bitter, but he was tired of being bitter. There wasn't an ounce of bitterness left within him. Not that bitterness had ever helped him accomplish anything constructive. This was a sensitive time for Otto. The tentacles had, for once, remained quiet. He was glad. Their red lights illuminated the concrete ledge he traveled, the ledge put down there for maintenance crews.

_I cannot blame the tentacles for everything that I did after the accident. Half of it had to be my own desire. If I had truly wanted to give up the experiment and end my life I could have, just as I made them listen to me when I demolished the second attempt. Just as I make them listen now. It was my fault, the same way Rosie's death was my fault. If I had only turned off the machine... Spider-Man, Peter, is innocent too, then. He was only trying to save the city from my foolishness. Oh, my sweet Rose, if you could only see me now._ He wasn't sure if he was ready to think about Rosie, not yet. But when would he be ready? He couldn't not think about her forever, especially with her ghost haunting every crevice and cranny of this place. Perhaps now he could allow him self a proper period of mourning and finally come to some kind of peace with her passing. Though he figured he could never fully forgive himself without her face to face assurance that she forgave him.

_**What's that?**_

_The noise? I don't know, most likely water in a pipe or something._

_**No, there's a light, and people talking. **_

Otto's head, which had been angled at his feet, jerked up and he froze flattened against the grimy brick wall. The tentacles mimicked his actions. He had been so caught up in his thoughts he had forgotten to pay attention to his surroundings. He was lucky he had his children to look after him. There was a soft orange glow coming from up the tunnel, and the sound he had assumed to be pipes was actually voices.

_**I'll go check it out.**_

**They might see you.**

It was the first time Otto had heard the tentacles refer to themselves or each other in a non-collective way. _No, go investigate._ The tentacle glided forward, hugging the wall. Otto tilted his head sideways and it look like a snake slithering along the ground. _Do you see anything?_

_**Two humans, in yellow helmets. They are getting ready to go on lunch break.**_

Otto's stomach growled. The arm didn't even need a conscious command from him. It waited for a chance then struck forward so quickly the human eye couldn't even see a blur. It returned with a bag of Doritos, passed them off to another arm, and crept back again, more cautious this time. The arms opened the bag for him, for his hands were coated in filth, and tipped it into his mouth. The scout returned with a can of diet soda and the claw with the miniature pincers popped it open. Otto took a swig and slunk off into the darkness before they could notice the missing foodstuffs.

"What's that noise?" The chubbier one asked his wiry partner.

The wiry man tilted his head to listen but didn't hear anything. "Pipes?" The large man contemplated this and shrugged at him. The smaller man looked at his watch. "Lunch time, finally."

"I used to look forward to lunch," the first man grumbled.

The second one laughed. "The missus still have you on that diet? You can have my Doritos if you like." They both went for their lunch sacks.

"Hey, did you hear about that Ock guy?"

"The one with the metal arms fused to his back?"

"He drowned in the river last night. It said he-"

"Alright, when did you do it?"

The larger man looked up puzzled. "Do what?"

"I know you're getting desperate, tubby, but you didn't have to steal my Doritos."

"I didn't take your old crusty Doritos! You need them more than I do anyway, twiggy." He opened his bag. "Oh, that's real nice," he growled.

"What?"

"You get on my case for stealing from you when you stole my coke."

"I didn't take your girly diet coke!"

"Oh, then what was it, rats? Alligators?"

Otto tuned out the voices following him down the hall and eventually they faded out all together. The arms were processing each turn they took, creating a mental map so he had no fear of becoming lost in his aimless wanderings. The octopus man spent the entire day wandering in the sewers, no quite tired enough to sleep, replaying every painful memory, trying to find where he took this fateful turn. It obviously traced back to the day his machine exploded, but why had he built it? Why hadn't he been able to turn it off at that crucial moment, even while Rosie and the others screamed? _Because I thought that if I had, father would have been right, that hateful man. He always told me I was wasting my time, that I should get out of my books and learn to use my hands. I guess I didn't want to disappoint mother, either. She was disappointed in her marriage, disappointed in her life... I was her pride and joy. Her genius son. Well, father, I've proved I can fight, but to what purpose? Mother would be so disappointed. _Here Otto stopped still and ran this last sentence through his head again. _I tried it your way, mother. I even tried it father's way, and see where I am. _

**It sounds to me as though you should just forget both of them. You are a grown man.**

Otto was surprised to hear this input. _Perhaps you are right._A rat the size of a small dog darted out of the shadows and froze in their path, glaring with red eyes that rivaled those of the arms in creepiness. It hissed, but in one flick it was nothing but guts, bones, and fur.

**_Are we really going to live down here?_**

_Why are you complaining? You can't smell the things I smell._

(We don't want you to get sick, father.)

It was nice to know they were concerned about his well-being, but he had to be careful not to let them manipulate him again. _I'll be fine. All I need right now is a place to hide._

(And rest.)

Otto and his arms began searching the never ending walls of the passage for decent protection. There was a grate on the wall right where it met the ceiling. The arms dug into the brick and hoisted him up to allow him to peer inside.

#It's high up, no human could find you here.#

**I still don't like the idea of staying down here.**

#Stop complaining, it's no that bad.#

(Besides, it's father's decision.)

_Children, children, calm down. _The bottom two ripped the grate off the wall and the top two stretched to the end of the tunnel to pull him through while the bottom two pulled the grate back into place.

The former doctor popped out in a cavernous room that had, through neglect, fallen into terrible disrepair. Rusty pipes twined and danced into the oblivion overhead and chunks of them littered the floor. The broken parts that had stayed up jutted from the smooth walls like headless snakes. Water seeped in from the surface and dripped from some of the dead beasts like blood or venom. He cocked his head to survey his children. _What do you think?_

#It's a fixer upper. I like it.#

**It looks dangerous.**

(That's why we need to fix it up.)

**You can't steal food from contruction workers forever.**

That one was still set on causing trouble, but he was glad he had someone to debate things with. If they agreed with him all the time he would go crazy. _I can never go back up there, I don't want to._

The tentacle had to respect his decision, but it didn't want him to starve to death. It conferred with the others.

(Would you like us to catch rats for you?)

He knew it was a genuine question but he couldn't help but imagine they were trying to trap him. Otto knew he didn't belong among humanity but he couldn't lower himself to eating raw rats to survive. He was still at least partially human. _We'll make some stops tonight, to the old lab and apartment. I must sleep now. Wake me when it's time to go, and feel free to explore. It is, after all, our new home. _And even though Otto Octavius feared what dreams may come, he knew he had to face them eventually. He found a corner that wasn't quite as filthy as the rest of the place, spread his coat on the floor, and lay down on his stomach to allow the arms full movement.


	3. Expect the Unexpected

FATR: Wooh! It's been a while, huh? This has some fluffly bits in it. Venom will either appear in the 4th or 5th chapter, depending on how much detail I want to go into concerning Otto's meditations. Would focussing an entire chapter on his transformation be boring? I fear it may be, but I leave it to the reader to decide. I have a more detailed synopsis of this and upcoming story ideas in my profile. I do not own any characters in this chapter. I don't even own any of the names, or the octoplate (you will find out what I mean if you don't know already.) Basically all I own is the plot of this fanfic. /creepy feardotcom man voice/ Let the chip chip commence.

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Aided by the eyes of his children, Otto made his way down the now familiar tunnels. They turned and passed under an arch into a cramped cylindrical room, cramped for a man with four arms welded to his back, at any rate. Directly in front of him was a ladder and about four feet above him the underside of a manhole cover. _What if someone sees us?_

(Trust us, father.)

**We won't let anything happen to you.**

Otto found this hard to do. The arms were so destructive. Last time he had trusted them...

(We only do what you want us to do. We will sneak in and out quickly, and no one will ever know we were there.)

Otto sighed. _Okay. I'll trust you._ Even so he remained on guard. He could sense their agitation at his reluctance to put any faith in them but there wasn't a whole lot they could do about it right then. They couldn't sit there and argue all night, so they ignored it for the time being. The bottom left moved to remove the cover. _Wait... _Otto paused as a thought popped into his brain. _Go take a look, first... Larry. _

The bottom right tentacle, which Otto had spontaneously decided to dub Larry, tilted its head at him before moving up and turning on its infrared detecting feature. The world beyond the cold concrete sprang to life in a rainbow of temperatures. **_I see two humans walking together. Gender of both unknown. _**

_How close?_

_**Ten feet and increasing. In about 7.6 minutes all should be clear. **_

_Good. Keep watch just to be sure._ There was a long silence and then the top right whispered, so as not to disturb the others, in Otto's ear.

(Do I get a name, father?)

Otto was about to answer but things began happening quickly at that point so he had to put it off. _Wait until we get back._ Larry and his brother pushed open the man hole and propelled Otto into a very desolate, run down part of the city. Without a pause they scuttled to the sidewalk and up the nearest building. The whole trip, from sewer to roof, only took about ten seconds. Otto surveyed the landscape from his new perch. _This was as close as we could get?_

**The streets farther in are too crowded. **

#We'll get there and back before sunrise.#

Even as they spoke they whisked him off, across roof tops and over allies. Otto was proud of his children's speed and agility. This seemed to motivate them to ever swifter speeds and they were at his... er... the old apartment and lab in no time. The top left used the tiny pincers to manipulate the lock on one of the windows open and the rest maneuvered him inside. This stealth ability was an entirely new revelation to Otto. Before he could ask one of them answered.

#Stealth was never really required before.#

**Now hurry, there isn't much time. **

Otto nodded slowly and moved out of the puddle of light from the window. The rest of the house was dark, the electricity turned off. _How long was I... dead? _

(Not long.)

They weren't going to chat until his work was done. That was fine with him, he supposed. People had clearly begun the process of cleaning the place out. He hoped there was still some non-perishable food left, perhaps some bags, cleaning products, and whatever else he might need to clean up his new home. As Otto wandered towards the kitchen the tentacles began exploring various rooms in search of useful items. They had never been in the house with him before and he could sense their wonderment.

As Otto approached the kitchen door he could of sworn he heard movement on the other side. He froze with his had on the knob and tiptoed back a couple steps, eyes trained on the door as though he might see through it. Fortunately part of him could. _Larry? Who's in there?_

Larry returned from the general direction of Otto's bedroom where the others were arguing over what was necessary to bring along and what wasn't. It switched on the infrared sensor and scanned the door. **_I don't see anything. Though... the... the stove just turned on._**

_By itself? _

_**Curious, isn't it? Should we go investigate? I want to investigate. **_

The bottom left joined them. **Just be ready to fight. **

_We only fight if we are threatened, and no one gets killed, understand?_ Neither of them answered and Otto groaned to himself as he opened the door, praying that they would obey. However, all thoughts were wiped out completely when he saw into the room. He froze in the door frame and gave a little mental cry that caused the remaining two tentacles to come zipping back. Otto didn't notice. His full attention was trained on the figure leaning over the stove, stirring some aromatic dish. Bracelets jingled on her wrists and auburn hair flowed over the earthy tone shawl draped about her shoulders. When she lifted her head and beamed and him with ruby lips her earrings swung against her neck. No, not ruby red lips. Rose red lips. Otto opened his mouth, choked, and closed it again, looking like an octopus out of water.

"You're home!" Rosie dropped what she was doing and rushed over to him, stopping short of throwing her arms around him. "They said you were dead."

_I'm not the only one who's supposed to be dead_. Otto was still in shock.

Rosie laughed. "You haven't really changed a lot, have you? I knew you would show up here eventually."

_**Father, what's going on?**_

"Rosie," Otto choked, the shock finally wearing off. This was what he had longed for, dreamed of, for days. He dove forward to embrace her...

And passed right through her?

He turned to see Rosie gazing at him with sad, longing eyes. _That's it. I've cracked, gone off the deep end, lost my marbles..._

"You are still quite sane. Well, at least as sane as you've always been," she added with a giggle. Then her expression grew serious. "I love you, Otto, I always will, and I hate to see you punishing yourself like this. There's nothing you can do about it now."

_But if I had done something about it then you would be alive now. I was selfish, and I lost you..._

"I forgive you, I forgave you long ago, but you have to forgive yourself."

_She... Forgives me? _He took a deep breath and closed his eyes. _It still doesn't make it okay. I killed you, I've done so many horrible things, and I need to be punished somehow._

"Why do you have to make everything about punishment?" Rosie wanted to hold him but she couldn't. "This isn't the end for you. We will be together again, but you have to come to terms with your last two lives. Very few are given a second chance, and you've been given a third chance."

_I need more time._

Rosie put her hand up as if to caress his cheek, though she couldn't really. "Promise me something."

_Anything, my love._

"Take a few days to sort out your karmic baggage, take as much time as you need, but as soon as you are done, go up and look around. You don't have to stay, you don't even have to interact with anybody. I just want you to explore and give everything you see some long, hard thought."

_I will. _

"You have to promise."

Otto closed his eyes. _I promise I will._ He felt a coldness against his lips, like a breath of winter air. It was a kiss that was there and not there, the kiss of a ghost. He kissed back but only in a very limited way. The kiss hurt and healed at the same time. _What's it like on the other side?_ No answer. _Rosie?_ He opened his eyes to see he was alone with his tentacles in the empty kitchen. They were all gathered around, studying him curiously.

_**What was that?**_

_Didn't... aw man, it's worse than I thought. _Otto put his head in his hands. _What I need is professional help._

The arms looked at each at other. #Was that Rosie? She seemed nice.#

Otto's head snapped up and he stared at the one who had just spoken. It had a more feminine voice then the others. It also hid the more delicate pincers. It needed a more feminine name... _Yes, it was her._

**_If you are our father, and she was your wife, would that make her our mother?_**

Otto was surprised to hear the arms speaking so... humanly. They had told him they followed his impulses, no matter how subconscious those impulses were, so were they saying this because he wanted them to? This brought out an entirely new set theories for him to reflect on, but there would be much more time for that later. _I suppose it would. Does that make you... happy? _It seemed odd associating emotions with the arms.

_**Our mother...**_

(Yes.)

#It does.#

**Actually.**

_Good. It makes me happy too. _Otto turned to the pantry while his children turned to the drawers and attempted to locate some large, heavy duty garbage bags. The scientist was pleased to discover that there were still some canned goods left in the pantry. He hadn't really been 'dead' long. Maybe at most an hour. Until then the house had technically still been his, so they had only begun to clean it up for sale that day. Strangely, he didn't think he'd be sad to see the place go. It was from an old life, one that was now two lives away. He had to let it go gracefully. He took the bag offered by one of his helpers and started stuffing things in without paying much attention to it. He was aware of the others in the kitchen behind him, poking through drawers and cabinets, but he wasn't really thinking about them. When everything was packed he ambled back into the kitchen.

(Father?)

Otto looked down at the neat bundle of papers being offered to him. His hand took them and his eyes scanned through them. It was a collection of old designs from his desk. He returned them dismissively to the one who had brought them and turned to help the rest of his children search for supplies.

(Father...)

_I don't want them! _

It shrank back and mumbled a meek (Okay.)

Otto shook his head. _I'm sorry. This is very stressful for me. _When the kitchen was packed up Otto moved to the sports closet to fish out the sleeping bag. Otto had never really liked the outdoors. Rosie had been very in tune with nature, like the immortal nymphs of myth. They had a place where they camped when they could get breaks, and Otto had enjoyed every minute because Rosie enjoyed every minute. _What odd twist of fate brought a right brain like her and a left brain like me together? One side of the brain would be nothing without the other's support... _He pulled down the sleeping bag and an air mattress and stuffed them in the designated bag. The tentacles returned with the bag of cleaning supplies and something else, something they cradled as carefully as if it were made of...

_**What is this, father?**_

Otto took the plate with the octopus rising out of the glass water and swallowed the lump in his throat. _Rosie, your mother, made it for me for our first anniversary._

(Shall we get rid of it?) Was the gently put question.

Otto shook his head. _No. This will be my keepsake._ He wrapped it in a wad of towels and nestled it in the bag of linens between the pillows and the sleeping bag. _Let's go see what the lab has to offer._


	4. I am

**Chapter 4 I Am...**

FATR: I haven't made a list of the arms' names yet because I haven't named them all in the fic. Now I will, and I will explain the thought process behind which one is which. I realize that when good ol' Alfred named them, the top right was Flo, top left was Moe, and Harry and Larry were the bottom two, though I couldn't find anything that specified which was which. Now, I watched my insanely low quality DLed version of the movie and it seemed the one with the smaller tentacle inside (used to abduct May and MJ) seemed to be on the same side as the one with the smaller pincers. It seemed that there were two arms with no special functions at all. I took the liberties of shifting things around a bit, making up a new special function based on Larry's curiosity, etc. Here are the arms' names, fonts, functions, and general (I stress 'general') dispositions:

(Moe)- top right, smaller tentacle, concerned praise-seeker

#Flo#- top left, smaller pincers, optimistic female

**_Larry_**- bottom right, night/x-ray vision, inquisitive

**Harry**- bottom left, blade, tough pessimist

I stress low quality because I may have misjudged some of the tentacle positions. I will purchase the movie when it comes out.

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Otto found getting back difficult due to the cumbersome bags. He had tried to keep it simple but still ended up with four bags. He had two, and a tentacle had two. Fortunately, they made it back to the abandoned street without incident. He set down on a roof and every set of available eyes he possessed scanned the streets. When all was clear, they shot down the building and ripped off the manhole cover.

**We cannot fit everything down at the same time.**

Otto noticed this too, but only as he stood in the street and stared into the gaping pit. The arms each took a bag and lowered them in carefully while the bottom left remained alert for trouble. Otto's eyes darted around from shadow to shadow as well, though most of the time they were trained on the strip of night sky between the buildings. The last thing he needed to deal with now was the wall crawler. Dr. Octopus standing in the middle of a desolate street lowering mysterious bags into the sewer must appear to be everything but innocent. He had no reason to expect the arachnid to understand everything that had happened to him since his resurrection. And because Peter Parker worked for the _Bugle_, he had no desire to let the boy see him alive. Let the city take him for dead. He could live in relative peace that way. He watched the final bag move towards the hole. The entire process had taken less than a minute, but every second that passed was a second he could be spotted. The last bag went down and the tentacles finally lowered him into the all concealing darkness. The lid clanged shut and he leaned against the wall panting. He hadn't previously realized how anxious being up there had made him, but he was safe now, and the arms could now be of more assistance with his burdens.

As they navigated the catacombs, the upper left arm hovered beside him at shoulder level. #When you get to thinking about it, I too desire a name. Like my brother.#

Otto was not as surprised as he would have been to hear the undertone of jealousy. _I'll begin working on that now. _He watched the arm give him something that may have been a nod and it fell back and to the side a bit. The arms were evolving quickly. He wondered at that. Had he made them that intelligent or was it because he was projecting personalities on them? Was he that lonely? Either way, he also wondered why the one hovering and twisting through the air on his left seemed to be developing such a distinctly female personality. Her movements were fluid, she almost flowed through air. The female arm needed a distinctly feminine name. _Flora. _

The left one turned to him. #Is that to be my name?#

_Don't you like it?_

#It's fine...#

_Don't just agree with me because you think you have to._

#Well... It just seems... too girly.#

Otto smiled. The flower reference in the name had been due to his ache to have Rosie back with him, but the arm's reaction had disproved his theory that he was projecting his own desires onto them. This made him feel a little less insane. _What if we simply shorten it to Flo, then?_

#Flo...# She bobbed up and down excitedly. #That one is perfect. I'm Flo.#

_**I'm Larry.**_

(And I'm...)

_Moe. _Otto mentally chuckled.

(Moe...) It mumbled reflectively.

Otto's head jerked up to face his top right tentacle. _You like that one?_

(Yes. Flo and Moe. It has a nice ring to it.)

_Joe has the same sound._

It shook its head. (I like Moe.)

_Moe it is then. And how about you? Any preference? Curly perhaps?_ The arms twittered a bit in what may have been laughter but he couldn't be sure.

**I want to be Dirty Harry. **

#Oh, oh, can I be Xena?#

_**I want to be Hercules!**_

**No, I want to be Hercules!**

(Yeah, well, I want to be Zeus!)

#Then can I be Hera? No, no... Athena!#

**Then I can be-**

The doctor stopped walking and put his head in his hands. _Alright, everyone calm down and talk one at a time._

(Now look what you've done to father.)

**What we did? You were doing it to!**

#You started it, 'Dirty Harry.'#

_Enough! Stop fighting or none of you will get names. _Things in his head quieted down pretty quickly at that threat. _Now, you are Flo, you are Moe, and you are Larry. _He pointed to each one of his children in turn. _And you can be Harry, if you wish. _Silence followed.

**Harry works.**

_Right. _Dr. Octavius began moving again, scanning the wall for his hide out. He had to put the bags through first. Larry and Harry ripped off the grate and boosted him up, and Flo helped Moe get the bags down the tunnel. Once all the bags were through, they pulled their father through.

The grate clanked back into place and Otto's feet were lowered to the ground. Larry directed him to the bag of cleaning supplies and Otto fumbled with the knot. He did not want to cut it in the event that he needed the bag later. _Did you make any interesting discoveries on your initial exploration?_

_**There is another tunnel at the back.**_

#It is larger than our entrance. Moe and I think it goes outside.#

(There is a slight breeze coming through it.)

Otto looked around at the strewn about pipes. _If that is the case, we can barricade it with those. For a while, at least. _Harry and Larry set about this task while Flo and Moe watched their father finally wrestle the bag open. The room was taller than it was wide, but they had quite a task ahead of them.

Flo took two buckets and set them under two dripping pipes. Her father was wrestling with the bag from the lab now. He intended to attempt a water purifier or something. She peered over his shoulder, awaiting instruction.

_I am going to plug the welder into your power source. I need you and Moe to help me reach the back. Let me know if it hurts._

#We cannot feel, father. Don't worry.# She watched him cut the cord at the base and strip the wires. She dipped down behind his back to help light what Moe was doing at her connection to the artificial spine, though her light flickered in and out as wires were tweaked. Father handed the bare wires back to them and she used her finer pincers to reincorporate the new wires into her old system. #It is done.#

Otto experimentally flicked the welder on, smiled, and bent to his task. As he worked he thought about himself. It was obvious he wasn't cut out for the evil genius gig, he wasn't even sure if he was that much of a genius. He apparently knew how to build sentient beings, but strangely enough his social skills were severely underdeveloped. It was the result of spending all his youth with his nose in a book. He had never really given himself a childhood. In fact, he had skipped third grade and later sixth grade. He had done it for his mother in his never ending quest to make her proud. He could never earn his father's pride, but that was over now. Over and gone, in another life. All ties to that life needed to be completely and utterly cut.

#Why didn't you and mother reproduce biologically?#

Otto smiled at the question. _That is the natural instinct of the female of any species, isn't it?_

(You are avoiding the question.)

_I just... I didn't think I could do it, I suppose. I never learned how._

Moe's like flickered as he processed this. (Never learned how to... reproduce, father?)

_What... no, I didn't mean... _Otto laughed in his head. _It doesn't take a lot of skill to create a life, but raising that life is an entirely different story._

#We think you are a great father.#

_Yes, but you... you are machines. I can work with machines, but people... _

(What about mother?)

Though the question was vague on the surface, the scientist knew what Moe really meant by it. _She told me she wanted me to be able to focus on my work. _

#But is it not every female's natural instinct to reproduce?#

_Well... _To Otto's dismay when he tried to remember what exactly Rosie had said on that subject, he couldn't. Had he really taken her so much for granted? He had loved her, he still loved her, more than his own life. Look where he had ended up without her. Maybe if she had been there to support him, help him through his accident, he wouldn't have wound up where he was tonight. _Is there no end to my selfishness? How the heck did I get this way?_

(Don't call yourself selfish! You are nothing of the kind!)

_Oh no? _Otto stopped his work to look right at Moe while Flo watched curiously from the other side. The other two paused their work to watch as well, though they did not move any closer just yet. _What about all the nights she went to sleep alone because I was too busy? How many parties and dates did she sacrifice so that I could work? And I don't even give her a child with which to fill those hours. _

**You did things with her that you didn't necessarily want to do. How about the camping? **Harry suddenly interjected.

The broken man put his face in his hands. _Yes. We compromised and she went out and got an air mattress. I was selfish and it eventually killed her... and me. _He looked up, determination setting his jaw. _Not this time. I will work through this, and I will go up and explore, just like I promised. I'll do it on her terms, with an open mind. I'll..._ He turned back to his work. He didn't feel a whole lot better but it was a start.

He didn't know how long he stayed down there. Once all the pipes were clear, his children left him to work in silence and began sweeping up. He worked on the purifier nonstop. It was easier now that night and day no longer existed. The tentacles played desk lamp in shifts, though it was Flo who usually hung over him, watchful like a mother. When that was finished, he moved on to purifying the water in one of the now filled buckets. A towel was torn up and man and machine began to scrub the place down. It was tough work, but the mindlessness of it allowed him to think. There were times when he would break down in tears, sobbing voicelessly into the dark. There were other times when he would laugh insanely, or scream in frustration, though all the noise was always in his head. With the extreme lack of external stimuli, the only source of entertainment was internal. This turning inside himself was painful, but long over do. At the end of his work he stripped of his dirty clothes for the tentacles to take care of, blew up the air mattress, and settled into the sleeping bag with a can of tomato soup. Harry stabbed a hole in the top through which Otto could sip. The man surveyed his new home, smiled, and turned inward once more.


	5. Make a Choice

FATR: Woo, long one. Oh, guess what? I was out trick or treating at the time, but evidently a three-year-old fell in our pond on Halloween. For all of you who still trick or treat, think about that next time you are charging across a lawn in the dark. If you are interested, for some odd reason, in other Halloween tidbits, read the intro to "The Temptation of Otto." I do not own Teflon, and Venom has been slightly altered on purpose. As you read on, the reason why will become clear. Carol-Anne is based on the character from the Poltergeist Trilogy, though this is not a crossover, exactly. I do not own her. I own the voice in Venom's head. The owner of the voice will be revealed later. The action scenes are a tiny bit disorganized, but the choppiness makes it a bit more intense, I think. Um... tiny bit of a cheesy moment, but I'm sure you all can make it through. This just has a tiny tidbit of everything, doesn't it? Enjoy the new chip chip.

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Three weeks later, a ten-year-old girl scuttled down the street in her father's wake, towed by the hand. They were running late, again, and if she missed her school bus daddy would have to take her to school himself. Then daddy would be late. And in trouble. She didn't want to get daddy in trouble.

As they forged the crowed streets, she turned to observe the figures towering over her on all sides. One in particular caught her attention. It was a pale, thin faced man with a tattered and dingy trench coat clinging to his chiseled frame. His face was hidden behind a fedora and glossy black lenses, but looking up from her level she could form a pretty clear picture of the face under both. He came up from behind and leveled off with them at the corner. She wrinkled her nose in disgust at the smell coming off of him. Side by side they stood, on the same corner, waiting for the same light. Despite his dilapidated physical appearance, his posture spoke of humble strength. As she studied him his head twitched down and to the side abruptly, her eyes meeting with the black circles. The little girl could see her reflection in them as she smiled brightly and waved. He smiled back, raised his first and second fingers, and gave her a strange half wave, half salute gesture. She giggled and tugged on her father's sleeve. "Daddy-" The window of the building behind her exploded outwards. The man whipped around and she thought she saw something silver flash under the hem of his coat. Whatever it was hissed but there was too much screaming going on for anyone else to hear.

**_What's going on?_ **Larry tried to peek out from under the coat.

_Stay inside!_ Otto snapped as he stood on tiptoe to see over the crowd. The sound of an alarm was filling the air now and people were surging forwards and sideways in their panicked confusion. He hoped none of them would bump into his companions, but they were all so frightened they probably would not have noticed. There were a couple fools trying to push forwards to see what was going on and the alarm was near deafening. Otto wasn't scared, he knew he could defend himself if it came to that. All he could see were what looked like long black tendrils of slime waving around in the store. He slid his glasses part way down his nose to get a better look. Had a new super villain popped out of the woodwork to pick up the torch he had dropped more than a month ago? How long had it been going on? And who was it? _It isn't really my business. Besides, I can't afford the risk of getting into a fight in front of all of these people, and Parker will no doubt be here in no time... _As these thoughts raced through his head he turned to slink off. Staying here was putting himself in danger, and-

#Father, the child!#

Otto jerked back to reality and scanned the mob. Apparently the little green-eyed girl he had been 'talking' to had become separated from her father. In their rush for safety, older, larger people had knocked her down and she was curled up in a frightened little ball as feet stampeded around her. The former scientist scanned the sky for that all too familiar streak of red and blue but didn't see anything. He knew the tiny thing was in danger of being trample. Otto sighed, set his jaw, and began shoving through the mass of crazed bodies. He almost just reached out to grab her with a tentacle, from habit, but that would only generate more mass hysteria, and there was quite enough of that for now.

The little girl cried and whimpered. "Daddy! Daddy where are you? I'm scared!" She covered her head and waited for the end. Strong hands clamped on her shoulders, firmly but not roughly, and set her on her feet. A familiar smell filled her nostrils and she opened her eyes to recognize the man from the corner. A thwip thwip sound caught her attention and she turned to see Spider-Man swooping in on his web lines.

_Good, Parker's here. He'll get things under control. As soon as I find her father I can get out of here._ He thought about picking her up so he wouldn't lose her, but that would attract unnecessary attention. Instead, once he located her father, he stayed close behind her as he assured her through the now thinning crowd.

From the distance, Peter had seen all the hullabaloo unfolding outside the jewelry store. It was clearly Venom, though he couldn't logically reason out why Venom was robbing a jewelry store. He swung onto the scene, arriving before the police. No matter. The police wouldn't be able to deal with the alien themselves anyway. The arachnid's arc carried him gracefully through the decimated front window and he landed in a crouch. "Hey!" Venom turned away from the cases, a bag in one hand. Peter had just enough time to note that there was an oddness to his movements before the symbiot attacked. Peter bounded and flipped neatly around the tendrils until he could get close enough to land a flying kick on Venom's jaw. The symbiot flew backwards into a display case, smashing it to bits.

Pain danced in his vision and his already tipsy head took a sickening dip. Shaking his head to return it to a relatively stable state, he bounded up and launched a full attack on his foe.

Peter had not expected Venom to bounce back so quickly and when he put his arms up to protect his face, he was sent reeling backwards. He felt some glass snag his leg as he sailed through the front window. He knew he had to get Venom away from the crowd before someone got hurt, or worse.

The obsidian creature stepped through the front window and set his stark white eyes on the arachnid hero. His hand morphed into an axe and his arm elongated as he swung for his foe. Spider-Man fired his muscles like a grasshopper and landed on the wall of the store.

"Your aim is as bad as your dental hygiene!" Peter called out, hoping the creature would follow him. This time a large mallet was swung at him. Peter once more back flipped away and scrambled farther up the building, wondering where Venom had learned those new tricks. Though he didn't have a lot of time to wonder about it now. He had to beat Venom first and ask him questions later.

The building vibrated under the impact of the mallet but the obnoxious wall crawler was escaping. Sirens were closing in, but Venom was hardly concerned about the police. He started off after Spider-Man, bag of jewels swung over his shoulder. "This time we will get him," he whispered to himself. "This time we will crush-"

/You will do nothing of the kind./

Venom snarled at the sound of the voice in his head. "You do not own us."

/Yes, in fact, I do. He is trying to trick you into following him. You will return to me at once, no matter what the cost./

"But he flees, you see? He will be ours! He will-"

/You are to return immediately. That is your order./

Venom hissed again, but this time it was out of irritated acquiescence.

Peter watched the alien crouching on the wall, having some kind of animated conversation with himself. He wondered what was going on. Why wasn't he chasing him anymore? He saw police cars pull up and stop. Some leaped out to get control of the crowd while others quickly assessed the scene unfolding on the wall before them. Venom didn't seem to notice the police. He jumped off the wall, still mumbling to himself.

"We will crush him, yes we will, but master beckons, yes he does..."

"Freeze! Put your hands in the air!"

_You have to give them credit for being bold._ Otto was nervous about hanging around with the police swarming all over, but something made him stay and watch. He supposed he could have left at any time, and the child was safe now, but he felt almost certain Rosie had wanted him to come up and see this. He didn't know why. The creature seemed surprised to see the guns leveled at him, but hardly fazed at all. The axe appeared again and swung for the nearest group of cops. They opened fire, again hardly even mildly upsetting the beast.

**Maybe someone should do something.** Harry flexed under the coat. Destroying things because they were bad was still destroying things. He couldn't believe he never realized that before. They had all spent all that time fighting with father when that simple, peaceful solution had been waiting all along. But father was frightened by the zeal in Harry's 'voice.' He was also afraid of the police, which was perfectly reasonable, so Harry didn't push the issue.

_Besides, Parker has it under control, see?_ Well, they couldn't see, but it was true. Spider-Man had swung down on a web line, knocking over the shark-toothed beast and upsetting his aim. The creature attacked with more of the glossy tendrils, its tongue lolling out, dripping thick saliva on the pavement.

After seeing her safely back to her father, the man had dissolved into the crowd, leaving the little girl to wonder if he was another one of her apparitions. She had told her father about the stranger but when she turned to point he had been gone. Her and her father were craning their necks trying to catch a glimpse of him in the crowd as the police herded them back.

"Is that him in the hat and glasses?" Her father asked.

She turned her attention to where he was pointing and squinted. "Yep! That's him!" She was relieved that he wasn't one of them. "Come on, I want you to meet him!"

"You know so little about him. What if he's a weirdo? You know how New York can be."

She pouted. "He's not a weirdo. He's my friend."

Her father wondered at her tendency to latch on to people so quickly. She hadn't exactly had a lot of friends, true, but he wasn't sure about this one. Why was he so covered up? He was trying to hide something.

**_Father, what's going on?_** Larry couldn't see through all of the people and Otto's trench coat.

_Parker and some kind of gooey humanoid are fighting. The humanoid can create weapons that are an extension of itself, and currently it is trying to chop Parker to pieces with an axe._

**Aw, man! I wanna see!**

(Well you can't, so stop whining.)

Venom couldn't get the arachnid off his back. Every time he turned to climb away, the web head would assault him again, with flying kicks and punches. Venom lashed out over and over again but couldn't land a deadly enough blow to take down his enemy.

/Venom! What is taking you so long?/

"The spider won't let us leave."

Spider-Man dodged the axe for the umpteenth time and spotted an opening. He didn't know what Venom kept mumbling to himself about, but he wasn't focused as hard on the attack anymore. Taking careful aim he shot two web lines directly at the symbiot's eyes. It shrieked horribly as the white goo plastered itself all over his face. Peter was about to turn him into a neat package for the authorities when something entirely unexpected happened. The web was sliding off of Venom as though he were coated with Teflon.

As the eye-stinging webs cleared from his vision the alien set his sights on his adversary. Rage filled him and overflowed into every limb. Ignoring his master's orders for him to leave while the bug was stunned, he morphed both hands into a mallet and an axe. This was it. He would take him down now.

_He tried to blind the humanoid with his webs, but they would not stick._ Otto continued giving his children the play-by-play. Their eagerness was quite apparent, and they hung on his every word. _He is attacking with both the axe and a mallet at once. Hmph. Parker will not fall for that. There, he's dodging the axe and..._

_**And what? **_

**How did he dodge?**

#Is he winning?#

(Tell us, father!)

Peter saw the deadly weapons coming for him, the axe fixing to slice him in two against the mallet. His spider sense screamed in his head as he leaped and tucked his knees to his chest. His spider sense continued to blare, even as the axe whistled by close enough for the wind to tickle his toes. The mallet, on the other hand, had suddenly switched angles and was still coming for him. There was little he could do while suspended in the air like that. It crashed into his ribs and smashed him into the cement.

"Yessss. We have him now." Venom drooled gleefully as he began cocooning****the red and blue hero in the smothering black slime. The bug struggled but resistance was futile. The alien raised him into the air and turned him upside down.

_Parker... he can get out of it. He can..._ Otto almost pleaded. His children were jabbering at him insistently but he found he couldn't really focus on what was being said. The world slowed down as he watched Parker plummeting head first towards the sidewalk, propelled by the hideous creature. _I can't fight... the people, and the cops... Parker will escape. This thing isn't going to dash his brains out. That's not how it works. He always stopped me, he..._ The impact made Otto wince. The entire crowd fell silent.

The police regrouped quickly and began firing at Venom again. The symbiot felt a bullet graze his shoulder and knew he had to escape, even without the enraged voice hollering in his head. There, a child in her father's arms.

/Yes, take her. Take the hostage./

Venom did not question, only acted. He was stretching himself thin, but no one would dare approach him with the girl's life at stake.

_**FATHER!**_

Otto jerked out of his daze. _It has knocked Peter unconscious, and now it is... no, not her! Let her go! It took the child hostage! _

#Then do something!#

_Like what? I don't even really like fighting all that much._

"If you follow us, she dies." Venom backed towards the store front, using his hostages as shields.

The police chief held up his hands. "Hold your fire!"

"No! Carol-Anne!" The little girl's father began shoving through the crowd as Venom ascended the building. She was all he had left now. He couldn't let her go. At the police line they stopped him.

"I'll have to ask you to stay back, sir."

"That's my daughter up there!"

The cop was genuinely apologetic, he really was, but it was his job. "Listen, if you go after him you'll be putting her in more danger. Let the professionals handle this."

Otto overheard this. He looked from the father to the little girl. For a moment he made direct eye contact with her, right before she disappeared over the roof. The terror in her eyes stirred him deeply. It made him recall the old woman he had grabbed at the bank. It was cowardly, really, snatching up innocent, defenseless people to use as human shields. He glanced around at the cops. How important was self preservation? Was it worth the life of a child?

(You are no longer a regular human being.)

#You are not a super villain.#

**You have given up life as a scientist.**

_**What do you have left?**_

_I'm no hero... but I won't let my selfishness harm anyone else. _His children burst through the back of his coat and stretched. The sun light glinted off each carefully crafted segment and their heads blossomed. _This is what Rosie wanted. I'll do it for her. If I don't do it for anyone else, I'll do it for her._

"Doc ock?" Carol-Anne's father mouthed. "I knew he was hiding something."

"Oh my god, look!"

"It's him!"

"I thought he died!"

Otto ignored the screams that erupted around him as he shot off up the building. Let them scream. They didn't know him, and their hatred didn't matter. Not now. All that mattered now was bringing that girl–_Carol-Anne was it?–_home safe.


	6. Alien vs Octopus

FATR: This is a little, tiny, itty bitty bit farfetched but hang in there. It will make perfect logical sense later. Besides, when I was hand writing it I tried doing it a more logical way and it kind of made the story hit a dead end. My 18th birthday was today! Yay! I got an amazon online gift card and so far I have ordered two Ultimate Spider-Man comics: "Cats and Kings" and the "Ultimate Six". The latter because this series has the hottest comic book form of Doc Ock, and it also has Electro. And the former? Well, Electra and Black Cat are pretty hot, too. ANY-hoo, I own nothing of Spider-Man, and Carol-Anne is a reference to the Poltergeist movies. It will not be a crossover per se, but it will retain some elements of said movies. On with the chip chip. Oh, and if I presented too much information here, I apologize. I know I tend to babble. Right. Now too the chip chip.

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Venom leaped a gap between two buildings, jabbering excitedly to himself. "We have Spider- Man. We have him and we can unmask him. First we crush him, then unmask him..."

/No, I want him alive./

"Alive? But we can kill him now. If we wait, we might lose our chance!"

/I have other plans for that wall crawling vermin./

Venom stopped on the edge of the roof and growled. He could throw Spider-Man off now, and then say he dropped him. He lifted the bug high above his head and prepared to launch him over the edge. Suddenly he felt frozen. Try as he might he couldn't move. "Let us go!"

/You are to bring him back alive./

"Let us GO!" Venom howled.

/Do as you are told!/

Venom relaxed and felt control of his body returning. He moved on, so absorbed in his own thoughts and mutterings that he didn't notice the approaching booms. Suddenly he realized the building was quaking beneath him. The alien walked to the edge and looked down. Something silver with a red light in the middle flew at him and punched him in the chest and face. He flew back, dizzy. A shadow fell over him and he looked up to see a man silhouetted against the sun. The man, however, was hanging from what looked like four bionic tentacles sprouting from his back. Venom stood up and back out from under him, eyeing this new threat. "We must return to master..." he mumbled to himself and turned to run on his way. The symbiot was fast but the man was faster. Before Venom could even get up enough speed to make the jump, the figure landed in his path, the trench coat swirling around him. "Get out of our way!" Venom hissed.

Otto stepped forwards. He couldn't speak, at least not yet, but he made sure his body language showed that he wasn't going to move without a fight. His children rose around him.

(Alright!)

**Lets kick some gooey creature tail!**

_**Did you see when I hit it in the face? Did you?**_

Venom had to drop his burdens. If there was going to be a fight he need all of himself. Keeping one eye on the six-armed man, he turned to web the two hostages to the roof.

When his back was turned, Flo attacked. #I got him!#

Venom saw this coming, however, and the axe reappeared. It swung for the very heart of the charging limb. It didn't do much except shatter the red light at the center. However, before he had a chance to revel in this the thing made a screaming sound. It wasn't very loud, but Venom flinched in pain.

_Flo! Are you all right?_

#I... Yeah, but I can't see...#

Harry, bent on avenging his sister's injury, attacked next. He sideswiped the shark-tooted beast. It landed hard and skidded several feet. Harry reared up again and slammed back down, aiming for the humanoid's head. The humanoid rolled away just in time. Just then he heard Moe began to make a loud, high pitched whining noise. Harry turned to look. **What is it?**

**_The noise... hurts it?_** Larry studied the creature as it curled up and grabbed its head in pain.

/What are you doing?!/

Venom only howled in pain, the symbiot thrashing and writhing.

Larry joined in the noise with a slightly lower pitched note, and the others caught on quickly. While the creature was pinned by the racket, which made Otto wince a bit as well, Otto moved to the little girl's side and dropped to his knees. Her mouth was covered with webs so he used Flo's smaller pincers to pull it away. Seeing as Flo couldn't see, Otto had to take direct control. It was the first time in a long time and it was odd to both the man and the machine. The little girl had been trying and trying to say something and when the webs were gone, Otto could finally understand it.

"You're him! You're really him!" When she was free enough to do so, she sat up and threw her arms around him in a crushing embrace.

Otto didn't know what to do at first, so he just sat there. He wasn't really shocked per se but he was very surprised. Suddenly the little girl jerked back and eyed him quizzically.

"But your not a ghost... right?"

Otto smiled softly and shook his head as he cut the last sticky strand. This time when she hugged him he hugged back.

Carol-Anne looked over her shoulder then back at the octopus. "Will Mr. Spider-Man be okay?"

Otto glanced up at the still red and blue form then back at his children. Larry and Harry were cocooning the monster and Moe was still keeping it submissive with sonic blasts. He used Flo to free Parker then placed his ear against the super hero's chest. He wished Larry wasn't busy with the monster because he certainly could have used the x-ray feature right then.

"Can you help him?" Carol-Anne asked.

Tuning out the creature's screaming as he struggled in the lower tentacles' grips, Otto studied the unconscious boy. That's how he thought of him, as a boy. Otto slid the mask off the boy's nose and mouth and listened for his breathing. He smiled reassuringly over his shoulder at Carol-Anne as he slid the mask back into place.

The octopus gestured her over and she approached curiously. The hero was beginning to stir. The top right tentacle zipped past her and leaned down almost right in the hero's face.

Peter felt like he'd had a head to head collision with a speeding bus. When he opened his eyes his focus drifted in and out like a bad camera. There was something shiny hovering right in front of his face, three red dots that spun and danced around each other. They grew closer and closer until he had a clear view of the single red eye that watched him intently. It looked so familiar somehow, like... Peter cried out and shot up. The action elicited a whining complaint from his head. His eyes were so fixated on the tentacle that they almost forgot to seek out its owner.

"Are you okay, Mr. Spider-Man?" Carol-Anne asked.

Peter's head turned slowly to the left, wandering along the length of the mechanical arm, and he took note of the concerned expression on the little girl's face. Otto was crouched next to her watching him with what appeared to be a straight face. As Peter watched him, he slid off the glasses to reveal the amusement sparkling in his eyes. Hovering behind Ock was Venom, wrapped in the metal arms from chin to ankles, and a tentacle with a broken heart light. "What... what happened?"

When the octopus didn't answer, the little girl jumped in with, "He saved us from the monster. His tentacle got a booboo."

Otto smiled and snorted laughter at this innocence but he still didn't make a sound. Peter blinked. "But... You died. How...?"

Moe waved to get his attention and chittered, clicking open and closed, (We did it! We saved father!)

Peter of course couldn't understand the actual words but he got the basic idea. "When? Where have you been all this time?" Otto seemed to think then the broken tentacle waved the corner of the trench coat in Peter's face. He gagged at the smell. "The sewer? You've been hiding in the sewer of all places?"

Otto shrugged. _Why hasn't the arachnid tried to attack me yet? _

(Yeah, why haven't you attack us yet?)

The tentacle in Peter's face bobbed and chittered again but he didn't know why. The broken one was now curled around Ock's shoulders like a pet snake. He didn't know why Otto wouldn't speak. Suddenly he burst out laughing. "The sewer. I still can't believe you were hiding there." He saw Otto scowling at him. "It's just... if you only knew what has been going on up here. I mean, you must have been pretty deep into the heart of the place to not have seen or heard somehow." He chuckled.

_Seen or heard what? Stop laughing and tell me!_

Whether Peter picked up on this or not, he continued. "Ever since our last encounter at Pier 56 people have been calling you a hero, well, a lot of people at any rate. Some people are saying that it doesn't count because you built the machine in the first place. Others say it was noble that you realized what you were doing and sacrificed yourself and your dreams to fix your mistake before anyone else was seriously hurt." Here he stopped to give Otto time to digest this.

#Heros? Us? Awesome!#

_A h-hero? Me?_ He burst out in a fit of silent laughter.

This reaction startled the spider. He didn't know what to make of this reaction, because he didn't know that Ock hadn't used his vocal chords in weeks and probably couldn't at all.

_**Why is that so funny?**_

#Yeah, we could be heros.#

**I just like fighting. Heroism is overrated.**

#Shut up, Harry.#

"What's the matter?" Peter asked. The doctor shook his head. "Can't you... talk..." Peter trailed off. "You can't, can you?"

"It's 'cause he hasn't in a long time. They talked in his head so he didn't have to."

Both of them looked at the little girl surprised.

_**How did she know that?**_

Carol-Anne looked at the one that she guessed had spoken. "I hear what's in people's heads. I'm s... sie..."

"Psychic?"

Carol-Anne nodded at the man in the red and blue costume. "The monster was talking to someone in his head, too, but he talked out loud."

_His master. _

She nodded. "Yeah."

_Did you hear a name?_

"No. He just called him master."

Peter looked from one to the other, feeling left out. "Who?"

"The man the monster was talking to in his head. Can I go back to daddy, now? He'll be worried about me."

Peter nodded. "Of course." He turned his back to her. "Hop on." He webbed her in place and a thought occurred to him. "Hey, Ock, can you get back okay? I mean, carrying Venom and all..."

**What about the pigs? What if that whole hero story is just a ruse to lead us back to the pigs?**

#Spider-Man wouldn't stoop to lying.#

_**But how do we know? Besides, you can never trust the police.**_

Carol-Anne looked over Spider-Man's shoulder. "He wasn't lying." Then she remembered Spider-Man could only hear one side of the conversation. "He's afraid of the police men."

"You don't need to be. Actually, negotiations for a pardon are in the works," Peter explained.

Otto stared. _Rosie must really be looking out for me. Someone up there is on my side, at any rate. It must be my sweet Rose. It has to be. _He needed three of his children to walk, but could he afford to disentangle one of the arms that held Venom?

Harry repositioned himself so that he could hold the blade to Venom's throat. The creature immediately stopped struggling and just hung there, sullen and beaten.

Once free, Larry helped the others hoist father into the air and off they went across the buildings without waiting for Parker. He would catch up. He could sense father's anxiety about the police but he also sensed the hope that all of this was true and not some kind of dream. Somewhere below them, the arachnid was zipping along with his own passenger. This would be it. The ultimate test. Was this the entirely new lease on life father so desperately desired? Larry hoped so, for father's sake, he really, really hoped.


	7. Laudant

FATR: Notes at bottom.

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Otto made his children slow their pace as they reached the roof a building one down from the jewelry store. He paused, not quite sure if he wanted to be seen by the masses he knew were milling about below. A quick flash was one thing, but actually making a prolonged appearance was something else entirely. Peter landed beside him and stared straight ahead.

"You've really changed, Dr. Octavius." Peter turned to study his idol. "I can't quite place what has changed, and I don't know how, but it seems to have done you some good." Otto had indeed lost weight, and had apparently buffed up some as well, but there was something else. There was a new aura around him that told more about his transformation than any of the outward changes ever could. All he needed now was a bath and maybe some sun, and he would be as good as new, better than new. "I need you to hold on to Venom until the cops can subdue him. My webs won't stick to him."

_I know._

Moe suddenly shot back and smacked the thing Parker had called Venom upside the head. It went limp and slumped forwards, unconscious.

_Moe!_ Otto glared at the offending tentacle.

(But father, now you don't have to stay there. You don't even really need to come down from the roof.)

And at the same time, Peter was saying, "What did you do that for? I mean I know he's bad, but-"

Otto looked at Carol-Anne. _ It was Moe's idea._

"It was Moe's idea," she translated.

Peter's face twisted into an incredulous expression behind his mask. "Moe?"

(What?) Moe turned away from father to look at Parker.

The arm responded the way a person would respond to a... "They... uh... have names?"

Otto scowled at him. _Don't talk to me like I'm crazy._

**Yeah, don't talk to father like he's crazy!**

_**Yeah!**_

(Yeah!)

#Yeah!#

All of the tentacles were aimed at him now, though the top left one, the damaged one, remained closed. "I didn't mean to insult you, sorry."

**You're darn skippy, Screech.**

Otto walked to the edge of the roof and looked down. A chorus of girly squeals accompanied his appearance and he drew back. Peter was climbing down the wall. When Otto finally hazarded another peek over the side of the building he spied Peter returning the little girl to her father's relieved embrace. They exchanged words and she pointed up at the octopus. Otto took a breath and his tentacles pushed him over the side. He descended smoothly, like an angel from heaven. The squealing girls from earlier were pointing, whispering, and giggling, though none of them approached because he still held Venom. As he glanced around at their flushed cheeks and starry eyes, he began to feel like a rock star or something. It made him want to tear a hole back into the sewer and never come out again. As he started through the crowd towards Peter and the others, one of the girls separated from the crowd and stood shyly in front of him. She wore a pink fairy t-shirt, dark blue jeans, and black high-tops.

"Hey, I'm Christy. Um... can I, uh, touch one of your arm-tentacle-things?"

Now for most fangirls, that would be a dream come true, but for Otto it was a pretty darn strange request. Moe glided forward and hovered in front of Christy. Her eyes widened in awe as she ran her fingers gingerly over the triangle head, as if it might bight. Then she grinned broadly and bounced back to her friends.

"Oh my God! Oh my God! They're even cooler up close!"

As if triggered by some silent cue, the girls surged forwards as if one body.

"Can I touch them?"

"What about me?"

_Larry, Moe, Flo? _The three tentacles dutifully tried to hold the girls at bay while their father, keeping as close to the brick wall as possible, made his way to the police barricade. He was hard put to decide which was harder to face: a mob of bubbling fangirls or a squad of armed cops. Once on the other side of the barricade the police managed to hold the girls back, but only barely. Carol-Anne and her father were there. He was holding his little girl in his arms, staring at Otto. The octopus winced inwardly, waiting for her father to explode, to yell at him to stay away from him and his daughter, tell the cops to arrest him, something like that. On some level he still didn't believe Peter, it just seemed to good to be true. The man put his child down slowly and approached Otto.

Carol-Anne's father eyed the mechanical snakes nervously, his gaze finally settling on Doc Ock's face. "Thank you so much for saving my little princess." He extended his right hand. The ex-super villain hesitated then slowly raised his own right hand to accept the shake. "If there is anything I can do for you, just name it."

_I'll... I'll keep that in mind._

Carol-Anne tugged on her father's sleeve. When he knelt down she whispered, "He'll think about it."

Her father looked up at Ock and nodded, wondering why he didn't just say it out loud. "Alright. I'm John Freeling. If you ever need to find me, I work at the Barnes and Nobel on 6th." He picked up his daughter and started to walk away.

**_What are we supposed to do with this?_** Larry asked, studying the unconscious form of Venom.

"What are they s'posed to do with the monster?" Carol-Anne asked.

"Shh," her father whispered.

"Don't worry, sweetheart, we'll take it from here," one of the officers offered a reassuring smile. As father and daughter, reunited once again, walked away, the officer turned to Otto. "I think what everyone would like to know is-"

(Father, there is a news van heading this way.)

_Oh, no, that's the last thing I need right now. _

#Should we get you out of here?#

_Yes, hurry!_

_**What about Venom?**_

**I don't think he'll be coming around for a while.**

_Just hand him to Parker, then._

The officer looked puzzled. "Are you listening, Octavius? I asked you-"

Without any external warning signs, Harry thrust Venom into Spider-Man's arms, joined the others in lifting father off the ground, and propelled him away and up the nearest building. The reporters jumped out of the van and scrambled for the camera, but it was too late. The human octopus was gone.

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FATR: CD Anders recommended that I put these at the end of chapters so I will try it with this one for a while and see how I like it. "Laudant" is Latin for "they praise." Screech was a "Saved By the Bell" reference, and in case you were wondering, I have no rights to "Saved by the Bell" so please don't sue. Thank you all for your reviews! I know this took a while, but I'm juggling school and Christmas and, like, five other stories. Apparently Carol-Anne is rather popular. I'm glad to see it. I hope you enjoyed the chip chip!


	8. Dark Fears

All night, most nights, she would lie there, too tired to stay awake, and to terrified to succumb to sleep. Carol-Anne stared across the room at the doorless closet, beads of perspiration dotting her head. She pulled her sweat-dampened covers even tighter around her shoulders, her body a living earthquake. Even with the door removed she didn't feel safe. The dark recess gawked at her, a gaping maw waiting to be fed. The monster today, with his slimy black tendrils, had reminded her of The Beast that had haunted her most of her life. The Beast had taken her sister, her brother, and her mother. It was just she and her dad now, hiding in their home the way a pair of mice hides from a hungry cat. They had been lucky so far, but she felt that they didn't have much longer. These were her thoughts as she lay in bed, her stomach tightened in knots of fear. The Beast, the evil thing who's name she didn't even dare to think, would come back, and no one, not Spider-Man, not Dr. Octopus, would be able to stop it.


End file.
